CUSTODY AGREEMENT



     This agreement (the "Agreement") is entered into as of the 1st day of

November, 1996, by and between ONE Fund, Inc., (the "Corporation"), an open-end

management investment company organized under the laws of the State of Maryland

and having its office at One Financial Way, Cincinnati, Ohio 45242 acting for

and on behalf of its Money Market Portfolio, Tax Free Income Portfolio, Income

Portfolio, Income & Growth Portfolio, Growth Portfolio, Core Growth Portfolio,

and Small Cap Portfolio (the "Funds"), which are operated and maintained by the

Corporation for the benefit of the holders of shares of each Fund, and Star

Bank, N.A. (the "Custodian"), a national banking association having its

principal office and place of business at Star Bank Center, 425 Walnut Street,

Cincinnati, Ohio 45202.



     WHEREAS, the Corporation and the Custodian desire to enter into this

Agreement to provide for the custody and safekeeping of the assets of the Funds

as required by the Investment Company Act of 1940, as amended (the "Act").



     WHEREAS, the Corporation hereby appoints the Custodian as custodian of all

the Funds' securities and moneys at any time owned by the Funds during the term

of this Agreement (the "Fund Assets"').



     WHEREAS, the Custodian hereby accepts such appointment as Custodian and

agrees to perform the duties thereof as hereinafter set forth.



     THEREFORE, in consideration of the mutual promises hereinafter set forth,

the Corporation and the Custodian agree as follows:





                                   ARTICLE I



                                  DEFINITIONS

                                  -----------



     The following words and phrases, when used in this Agreement, unless the

context otherwise requires, shall have the following meanings:







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     AUTHORIZED PERSON - the President, Secretary, Treasurer, or Vice President

of the Corporation, or any other person, whether or not any such person is an

officer or employee of the Corporation, duly authorized by the Board Of

Directors of the Corporation to give Oral Instructions and Written Instructions

on behalf of the Funds, and listed in the Certificate annexed hereto as Appendix

A, or such other Certificate as may be received by the Custodian from time to

time.



     BOOK-ENTRY SYSTEM - the Federal Reserve Bank book-entry system for United

States Treasury securities and federal agency securities.



     DEPOSITORY - The Depository Trust Company ("DTC"), a limited purpose trust

company, its successor(s) and its nominee(s), or any other person or clearing

agent.



     DIVIDEND AND TRANSFER AGENT - the dividend and transfer agent appointed,

from time to time, pursuant to a written agreement between the dividend and

transfer agent and the Corporation.



     FOREIGN SECURITIES - a) securities issued and sold primarily outside of the

United States by a foreign government, a national of any foreign country, or a

trust or other organization incorporated or organized under the laws of any

foreign country OR; b) securities issued or guaranteed by the government of the

United States, by any state, by any political subdivision or agency thereof, or

by any entity organized under the laws of the United States or of any state

thereof which have been issued and sold primarily outside of the United States.



     MONEY MARKET SECURITY - debt obligations issued or guaranteed as to

principal and/or interest by the government of the United States or agencies or

instrumentalities thereof, commercial paper, obligations (including certificates

of deposit, bankers' acceptances, repurchase agreements and reverse repurchase

agreements with respect to the same), and time deposits of domestic banks and

thrift institutions whose deposits are insured by the Federal Deposit Insurance

Corporation, and short-term corporate obligations where the purchase and sale of

such securities normally require settlement in federal funds or their equivalent

on the same day as such purchase and sale, all of which mature in not more than

thirteen (13) months.



     OFFICERS - the President, Secretary, Treasurer and Vice Presidents of the

Corporation listed in the Certificate annexed hereto as Appendix A, or such

other Certificate as may be received by the Custodian from time to time.







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     ORAL INSTRUCTIONS - verbal instructions received by the Custodian from an

Authorized Person (or from a person that the Custodian reasonably believes in

good faith to be an Authorized Person) and confirmed by Written Instructions in

such a manner that such Written Instructions are received by the Custodian on

the business day immediately following receipt of such Oral Instructions.



     PROSPECTUS - the Corporation's then currently effective prospectus and

Statement of Additional Information, as filed with the Securities and Exchange

Commission and effective from time to time.



     SECURITY OR SECURITIES - Money Market Securities, common stock, preferred

stock, options, financial futures, bonds, notes, debentures, corporate debt

securities, mortgages, and any certificates, receipts, warrants, or other

instruments representing rights to receive, purchase, or subscribe for the same

or evidencing or representing any other rights or interest therein, or any

property or assets.



     WRITTEN INSTRUCTIONS - communication received in writing by the Custodian

from an Authorized Person.





                                   ARTICLE II



            DOCUMENTS AND NOTICES TO BE FURNISHED BY THE CORPORATION

            --------------------------------------------------------





     A. The following documents, including any amendments thereto, will be

provided contemporaneously with the execution of the Agreement, to the Custodian

by the Corporation:



        1. A copy of the Articles of Incorporation of the Corporation, as

           amended and supplemented, certified by the Secretary.



        2. A copy of the By-Laws of the Corporation, as amended, certified by

           the Secretary.



        3. A copy of the resolution of the Board Of Directors of the Corporation

           appointing the Custodian, certified by the Secretary.



        4. A copy of the then current Prospectus.







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